Ben's Lovely Ghost
by yugiohfan163
Summary: Ben x Female Ghostfreak. Co-written with GreyKing46. What would happen if Ghostfreak turned out to be a female when she was freed? A different life for Ben that's for sure. Takes place in the very first series. I don't own the image that inspired me to do this.
1. Chapter 1

Ben's lovely ghost

chapter 1

Another ben story co-written with GreyKing46. Ghostfreak's female form was inspired by a pic I found on rule34 done by an artisit called Drago-flame.

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We currently find ourselves at a simple park where we find Ben Tennyson trying to help a child that had stuck up a tree. His choice alien this time was Wildmutt.

"It's okay, I'm gonna get you down." came Ben's voice from wildmutt, which was surprising considering he could only growl and snarl in that form.

"Help me!" The child yelled in fear.

"Don't worry, I'll get you down in no time." reassured Wildmutt.

"But I don't want to get down." came a whispy voice as the child turned and a lone pink eye was on his face.

Wildmutt staggered back, but the branch he was on turned into a gray hand that grabbed him and he found himslef held up to Ghostfreak's face.

"I want out!" yelled Ghostfreak as the dream faded around Ben.

(Real world)

"AAAAAAAAAAAAAAHHHHHHHHHHHHHHH!" Ben screamed as he fell out if his bed, waking up from a nightmare.

"Shut up doofus. Im trying to sleep." Gwen muttered aa she rubbed her eyes sleepily.

Ben didn't even listen as the dream stayed in his mind. It was freaky and felt so real, but it couldn't be, could it?

"Hey dweeb, what's with you?" asked Gwen seeing Ben just sit there.

"Are you okay Ben?" Grandpa Max asked as he lookes at his Grandson in worry.

"Yeah, I just had a nightmare, that's all." reassured Ben as he climbed back onto the top bunk.

"Oh your such a baby Ben.' Gwen mocked.

"And you're a geek." retorted Ben who snuggled under his covers to try and go back to sleep while trying to forget the nightmare.

(Next day)

Ben sighed as he followed his cousin around the geek school. He was bored out of his mind, but he didn;t want to be. Or it would slip to his dream.

"And this is our chemistry lab." replied Tiffany showing Gwen and Ben the academy's lab. While Tiffany and Gwen talked about her possible enrollment, Ben was looking at the beakers and saw the familiar eye of Ghostfreak.

"Let me out." came Ghostfreak's voice as Ben stumbled back from the beaker.

"What?" Ben muttered

"LET ME OUT!" Ghostfreak yelled again

"Ben? You okay?" Grandpa Max asked

Before he could answer the wall was blown open and the Circus Trio entered.

"Hey, there's that brat that got rid of Zombozo." replied Acid Breath.

"Time for some payback." replied Thumbskull cracking his knuckles.

"Not today." replied Ben circling through his aliens. He set the icon to Heatblast and slammed down, only for it to be revealed that he had transformed into Ghostfreak.

However something was different with Ghostfreak. It gave a dark, cruel chuckle and began to maliciously destroy the three mutant carnie criminals.

Gwen and Grandpa Max were stunned by Ben's vicious onslaught of the cirvus freaks.

"Ben, are you trying to ruin my chances at this academy? Ben! I'm talking to you." yelled Gwen to her cousin.

Ghostfreak merely turned to her with his pink eye and replied, "Ben's not here." Gwen stepped back as Ghostfreak let out a dark chuckle. While that was happening, the circus trio were making their escape. "Oh, seems they didn't learn their lesson." replied Ghostfreak who went after them.

As soon as he left the building, the Omnitrix began to beep red.

"NO NO NO! I'M NOT GOING BACK!" Ghostfreak yelled.

Ghostfreak made it into some shade before the watch timed out and was covered in a red light that died down to reveal Ben.

"Man, glad that's over." sighed Ben.

"Oh, I wouldn't say that." came a familiar voice. Ben slowly looked up and his eyes widened to see Ghostfreak himself hovering there.

"B... But... thats impossible... I'M you..." Ben muttered in shock as he fell back.

"Wrong. My conscious stayed in tact in that watch. And I've been trying to escape ever since. And now, my time has come." replied Ghostfreak whose sharp claws ripped through the covering on him and pulled it off of him to reveal 'his' true form. Ghostfreak's form had a purplish skin that looked similar to a hood that reached down to a black and white striped tail Ghostfreak had. 'He' also had a pale face that looked like a human female except for the lone pink eye that stared down at him while the other eye was covered by a few smaller black and white striped tentacles. Ghostfreak also had what seemed like black lipstick on.

Ben just stared in shock "Y... Your... a... g... girl...?"

"Oh course. I've always been a female. Do you have any idea what it's like when you turn into me? It disgusts me every time." came Ghostfreak's whispy-like voice that actually sounded more feminine now that the cover was off.

"Er... s... sorry..." Ben muttered as he looked up at her, his green eyes meeting her single pink one.

"Too late for apologies. Now I shall take over your body so I may control the omnitrix." replied Ghostfreak reaching towards Ben, only to recoil as her fingers burned from the sunlight. "Ahh!" She quickly turned intangible and went through the nearest wall.

Ben was frozen for a few seconds, staring where Ghostfreak had been "She... was really pretty...in a dark disgusting way..." he said subconsiously.

"Ben, there you are." came Max's voice as Ben turned to see his grandpa and cousin catch up with him. "You alright."

"No. Ghostfreak's free." replied Ben.

"Ben, we know you're free." replied Gwen.

"No, I mean Ghostfreak herself." replied Ben.

"Herself?" Max asked in confusion

"You got something you haven't told us Doofus?" Gwen asked with a raised eyebrow.

"Turns out Ghostfreak was a girl the whole time." replied Ben.

Gwen was silent for a moment before bursting into a fit of laughter.

"It's not funny!" Ben yelled.

"Sounds funny to me." replied Gwen with a grin.

Ben just glared and soon the two began to argue loudly.

Further away Ghostfreak fazed through the wall and stared down at Ben from the shadows.

'I may despise that brat for keeping me prisoner, but he does make cute faces.' thought Ghostfreak out of character for her.

*time skip*

It was now raining and Ghostfreak was floating above Ben with a wide smirk on her face.

"Hello, Tennyson." came Ghostfreak's voice as Ben turned around to see his former alien.

"Ghostfreak, I should have known you'd be back. Well you're not getting the omnitrix." replied Ben getting ready to go hero.

"Please. As if you could stop me child." Ghostfreak taunted, her face growing into a large grin as she reached out for Ben's wrist.

"I warned you." replied Ben as he was covered in a green light that died down to reveal him as Heatblast. "Alright, time to turn up the heat." Heatblast gathered some flames together an chucked the orb at Ghostfreak.

Ghostfreak dodged and punched Ben, sending him stumbling back. A purple energy blast then fired from her chest/stomach area.

Heatblast managed to push himself back up and took a deep breath and released a blast of his mouth directly at the Ectonurite.

Ghostfreak was sent flying back, Heatblast being hit from Ghostfreak's blast at the same time.

Heatblast lifted himself up form the blast and heard the sound that signaled his time limit. Soon he was covered in a red light and returned back to normal.

Ghostfreak on the other hand still had energy to spare, but was still hurt from the fire blast.

Ghostfreak slowly floated towards Ben, wobbling in the air slighty from her injury. "I told... you it was useless... boy..." Ghostfreak mocked. She was tired, she went at full power BEFORE the fight and now she had used a large amount of it in that blast.

Ben looked up and noticed bolts of lightning that seemed ot get closer to their location. His eyes widened as a bolt of lightning was coming down towards them and Ben felt instinct guide him as he reached out and grabbed Ghostfreak's wrist.

"What are you-" Ghostfreak was cut off from seeing Ben move himself behind her and her lone eye widened as a bolt of lightning came down and hit Ben instead of her.

And then there was only a white light...

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	2. Chapter 2

Ben's lovely ghost

chapter 2

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"Ben!" Gwen and Grandpa Max ran onto the roof of the building only to see that it was deserted.

Where he is? I swear I saw him and Ghostfreak up here." replied Gwen with a confused look.

"Maybe he headed back to the rustbucket." suggested Max.

"Yea." Gwen nodded before the two turned around and ran downstairs again, heading towards the RV. Ripping the door open the two gasped at what they saw.

They saw Ben bandaged up around his body with a small one on his head. This confused as them on how an injured Ben made it to the RV.

"What happened to him?" Gwen asked in shock as Max ran to Ben's side and began to check him over.

"I don't know Gwen. He looks like he had gotten very lucky." Grandpa Max sighed in relief.

"Yeah, but how'd he get back here if he was struck by lightning?" asked Gwen who knew even her cousin wouldn't be able to survive a direct hit like that.

What they didn't notice was the lone pink eye looking into the RV though one of the windows.

Ben groaned as he slowly opened his eyes "Ow. My... everything hurts."

"Ben!" The other two Tennysons gasped in unison.

"Grandpa, Gwen, what happened?" asked Ben.

"You mean you don't remember anything?" asked Gwen.

Ben shook his head no.

"Well. At least your okay." Max sighed

"What happened to Ghostfreak?" The red head asked

"No idea." Ben shrugged

"Well I hope we've seen the last of her." Max sighd

"I doubt it." Gwen muttered

Ben had started tuning them out, his eyes looking at the rain beating down against the window.

'Why do I feel like she's closer than before?' thought Ben in wonder.

Ghostfreak herself had floated inside the RV and was careful not to be seen and watched as Max and Gwen took shifts to keep an eye on Ben.

'Why did I help him in the first place? Did I feel bad for him, or did I just not want his body to be damaged?' wondered Ghostfreak in thought.

Her mind shifted back to a little while ago, after the blinding white.

Ben had fallen to the floor, his body smoking.

"H... He... He saved me..." Ghostfreak muttered in shock. She was exhausted and didn't have time. She was unable to go intangible, she didn't have time. She would have died. He... he... "He... saved ME..."

Ghostfreak heard what sounded like footsteps coming closer and acted without thinking. She carefully scooped Ben up and carefully floated to the RV without being seen. Then after setting him down in the bed, she got to work on his wounds. And she had managed to evade Max and Gwen before they opened the door.

'If he knew what happened, I wonder what he would say.' thought Ghostfreak in wonder.

It was at that moment that Gwen got up to keep an eye on Ben. That's when Ghostfreak got an idea.

Flying fast she entered Gwen's body, making it stiffen. Gwen's green eyes changed into purple and black lines appeared around them, her lips shifted into a slight smirk.

"Hmm... less developed than I prefer." Ghostfreak muttered through Gwen's lips as she looked at her body "But it will do for what I want."

Ghostfreak/Gwen walked over to Ben's body which was currently sleeping.

'Hmm, he makes a cute face when he sleeps.' thought Ghostfreak.

"Ah..Gwen?" Ben opened his eyes a little and saw the outline of his cousin stand beside him.

"Hey Ben. You feeling better?" Ghost-Gwen asked in concern.

"Yeah, still sore though." replied Ben.

"That's a relief." sighed Ghost-Gwen.

Ghost-Gwen sat down on the bed next to Ben "Do you need anything Ben?"

"Okay. Who are you and what have you done with Gwen?" Ben asked with a slight glare, his eyes nearly focused again.

Ghostfreak stiffened up at that, but tried to play it cool. She coughed before replying.

"What's wrong doofus? Something wrong with worrying about you?" asked Ghost-Gwen with a good impersonation of Gwen.

"No." Ben admitted "But you don't normally care." He added in a mutter.

Ghostfreak felt a pain in her chest when she heard that with her better hearing.

"Even I know when to put aside my dislike of you to care." replied Ghost-Gwen who tried hard not to reveal her true self.

"I guess." Ben muttered.

"Hey, Ben." Ghost-Gwen asked.

"Yea Gwen?" The brunette asked back.

"Why did Ghostfreak want to kill you or whatever she was doing?" Ghost-Gwen asked before she could stop herself, she was curious about his opinion since he saved her but she hadn't meant to ask.

"She said she was in my watch. She said she had been alive this whole time." replied Ben. "Must want vengeance on me or something." guessed Ben.

"It actually scares me you know." Ben stated.

"Scares you?" Ghost-Gwen asked in shock and confusion.

"Yea." Ben sighed as he looked at the Omnitrix "What if they are all alive in here? That this was made by some cruel lunatic that locked them away? Stole their lives? And without even knowing, I have been keeping them all prisoner? Using them? Hurting them? That... that is just wrong. And it makes me feel terrible."

Ghostfreak was shocked at Ben's statement. She had never NEVER imagined that the boy didn't know she was in there or even cared... or that the THOUGHT of her being trapped in there scared and hurt him... she was seeing him in a new light...

"Well, maybe this helped you." guessed Ghost-Gwen.

"Helped? Like how?" asked Ben with his back turned to her.

"Helped you to learn and appreciate your aliens more." Ghost-Gwen said.

Ben furrowed his eyes at the response but began to mull it over. He was still exhausted from what happened and decided to sleep on it. He closed his eyes and was out like a light in no time.

Ghost-Gwen smiled that he was getting rest and unconsciously rubbed his head with a smile. This boy was changing her somewhat, and she rather enjoyed it.

"Hey Gwen, what're you doing?" came Max's question. Ghost-Gwen stiffened up at not noticing Max and needed to think fast.

"J... Just checking to see if Ben had a fever Grandpa!" Ghost-Gwen lied quickly, not facing him.

"Well alright, but he looks asleep. We better let him rest." suggested Max going back to the steering wheel.

Ghost-Gwen sighed in relief and smiled at Ben one more time before exiting Gwen's body.

Gwen fainted on her seat while Ghostfreak floated above Ben invisible, looking down in a mix of loathing, fasination, confusion and want

'What arw you Ben Tennyson?' Ghostfreak asked as she leaned down, face to face, her lips inches from his.

Just as her lips were about to make contact, she realized what she was doing and floated back before leaving through the RV.

"What was that?" She thought aloud, flouting in the trees and looking at Ben through the window of the RustBucket "I... I almost..." she brought her hand up to touch her lips but stopped aa she felt the heat of her cheecks and her pink visible eye widened...

She was blushing!

"Who are you Ben 10..." Ghostfreak muttered in shock, fear and wonder "... And... just what are you doing to me?"

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	3. Chapter 3

Ben's lovely ghost

chapter 3

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(1 week later)

Ben rolled his shoulder to get the kinks out after being tied up for a week straight. Thankfully his wounds from the lightning had healed and left him able to continue his hero duty.

But he had to wonder. Things had been strange for the last week. Like someone was watching him. And sometimes Gwen started acting all nice and weird around him, it honestly freaked him out.

"I wonder if I conked my head." wondered Ben out loud, unaware of a lone pink eye watching him from the bushes that were outside the RV.

'Phew, he didn't see me.' Ghostfreak sighed as she looked at him 'Why have I been following him for the past week, overshadowing his cousin, watching him, careing for him?'

Ghostfreak tapped her head wanting to know the answers. This feeling had effected her completely and she was absolutely lost as to what she should do.

And as she thought, her mind began to wander 'I mean yeah he is very cute. He is very selfless at heart. He can be quite funny at times. It is fun to talk to him and there isn't that much bad with him... wait...' Ghostfreak's eye widened as she realized what she had been thinking.

She had a crush on him.

She layed against the tree trunk as she let that info sink in.

'I have feelings...for that boy?' asked Ghostfreak to herself.

She began to shack her head 'No! No that's not possible! I CAN'T have feelings for that boy... and... and yet...'

She was pushed out of her thoughts from hearing the door to the RV open. She carefully peaked through the shadows and saw Ben coming out and stretching.

"Man, good to feel the sun." sighed Ben with a content.

"Don't over do it Ben. We don't want you to hurt yourself again." Max warned.

"Yea Doofus. I don't want to look after you for another week." Gwen shot at him.

Ben stuck his tongue out at her and began to head into the woods nearby. Ghostfreak's eye widened as he came her way and she quickly hid in the tree so he wouldn't see her.

'I can't let My Ben see me. It'll ruin everything!' Ghostfreak mentally panicked as she hid by turning invisible as the sound of rustling leaves got Ben's attention.

"Huh. Must have been nothing." Ben shrugged as he turned away and kept walking.

'Few... he almost saw me.' Ghostfreak sighed in releif as she became visible again. Her eye widened as she realized something "Wait... since when was he MY Ben?!" She then 'meeped' as she hid again when her loud thoughts drew Ben's attention.

"Hello? Is someone there?" Ben asked to the foliage.

Ghostfreak stayed quiet, hoping that he'd go away.

Ben was close to looking behind the foliage, but stopped when he heard a strange noise coming closer. He looked up and spotted some kind of red object coming in closer.

Ben growled "Vilgax again?!"

Ghostfreak couldn't help but sigh in relief.

The red object crashed the ground and caused the ground to shake. Ben readied the omnitrix as the large object began to transform into a robot just like the one he destroyed when he was Diamondhead back when he first got the watch. And guess who was on top of it's head?

"Tennyson!" Vilgax roared from attop the robot.

"Vilgax." Ben said simply, glaring at the squid-like alien warlord.

"Tennyson, did you really think I would perish from having my ship explode?" asked Vilgax with his arms crossed.

"Well... yeah. That does tend to kill most people." Ben stated simply.

"He has a point." Ghostfreak muttered off hand.

"Well this time, I will have vengeance on you and your family." declared Vilgax jumping off the robot as said machine began to head towards Ben with one of it's lasers pointing at him.

Ben just smirked "Please! I'll beat you again!" However, before he could slam his hand on the omnitrix the alien fired a blast which sent him flying back.

Ghostfreak gasped and watched as Ben bounced a few times before stopping. Ben tried to push himself up and felt his body lock up on him.

"Just when I was done with being cooped up." muttered Ben who slammed down on the omnitrix and became Upgrade. "Let's see how your machine works after an upgrade." declared Ben.

Upgrade jumped forward and engulfed the machine, making it his to use. He moved it around and began to repeatedly fire at the warlord, but Vilgax easily dodged the attacks and charged, placing a hand onto the Omnitrix plate. A flash of red happened and Ben was expelled from the robot.

"Damn it, I forgot you could do that l." Ben muttered as he pulled himself back up, the Omnitrix began to reactivate, getting for ready Ben to select another alien.

"I won't let you use the watch." Vilgax charged and grabbed Ben's arm and held him up and away from reaching it. "Now i can rip it right off your arm with ease." replied Vilgax showing his claws.

"No!" Ghostfreak yelled as she raced out as fast as she could, she didn't even think, she just reacted. She gave a powerful slash and cut Vilgax across the face, one of her clawed fingers ripping one of his tentacles off as he was sent away from Ben.

Ben dropped to the ground and looked up in shock to see Ghostfreak floating there.

You stay AWAY from him!" Ghostfreak yelled.

"Ghostfreak...?" Ben muttered in shock and wonder.

"You INSECT!" Vilgax roared, holding his bleeing face.

"You won't harm this boy anymore!" yelled Ghostfreak.

"We'll see about that." replied Vilgax snapping his claws as the robot turned it's attention to the Ectonurite and boy.

"Are you okay Ben?" Ghostfreak asked as she looked at the tree tops, if she wasn't careful she would be caught in the sun light... damn suit. If only she could get it repaired to NOT cover her up so much and make her look and sound like a guy.

"Uh, yeah sure." replied Ben getting back up. He quickly went through his aliens and slammed down to become...

"XLR8? Huh. I can work with this." Ben muttered.

"Yes you can..." Ghostfreak muttered subconsciously, looking XLR8 up and down.

"What was that?" XLR8 asked suddenly.

"Nothing! You break the droid! Ill hold of the squid!" Ghostfreak said quickly before she flew at the warlord and engadged him in battle.

"On it." replied XLR8 as his visor came down and he began to run around the droid. It tried to keep track, but it kept missing each blast it fired at the fast alien.

Ghostfreak slashed Vilgax across the chest before raising her arm and blocking a hit with her forearm "Just leave him alone!"

"Stay out of this Ectonurite! I will claim what is rightfully mine!" yelled Vilgax as he tried to crush Ghostfreak who easily went intangible and let his fists go right through her.

"Has it ever occured to you that if you had left him alone he would have never even gotten INVOLVED with you and you could have conquered lots of planets!" Ghostfreak yelled as she caught him in a fullnellson and began to chock him.

"Don't bother worming your way out of this!" yelled Vilgax gripping her and slamming her down on the ground.

XLR8 noticed what happened while he dodged the droid's blasts and raced over to help Ghostfreak.

Ghostfreak fazed through the ground and re-emerged giving Vilgax an uppercut "You fail because it's your fault!"

Vilgax was dazed from the punch and didn't react in time when XLR8 suddenly came towards him and delivered several jabs with his sharp claws.

Ghostfreak then wrapped her tail around Vilgax's throat and began to choke him so he could barely focus and stay awake before throwing him at the drone.

The impact of Vilgax hitting the droid sent both warlord and machine crashing into some trees.

In the moment of calm Ghostfreak turned to XLR8 and gave a nervous smile.

"Um...I can explain?" tried Ghostfreak twiddling with her claws.

"Sure. But be fast." XLR8 said quickly, keeping his eyes on the woods.

"Well, I've kinda...been...helping you...from the shadows." started Ghostfreak with an embarrassed blush on her face. Before she could continue, a large tree came soaring through the air and hit XLR8.

XLR8 gasped as he collided with another tree, falling unconsious and flashing red as he reverted to Ben.

"BEN!" Ghostfreak yelled in fear.

Ghostfreak noticed Vilgax starting to get up and saw sunlight was starting to come through and she dove into Ben's body out of instinct.

Ghost-Ben's eyes snapped open, his eyes pink again and black marks covered his face. "I'm sorry Ben." She sighed as he got back up, glaring as Vilgax walked into sight.

"Now Tennyson, I will take the omnitrix now." proclaimed Vilgax as the boost steroids on his arms made his arms bigger.

Ghost-Ben glared "No! I wont let you take it from him!" Dials through the Omnitrix for an alien.

Ghost-Ben slammed down on the omnitrix and soon became Fourarms.

However there was a slight difference. The eyes were pink and black lines came off the corner of them. And several white and black stripped tentacales burst from his back.

"What is this monstrosity?" Vilgax questioned stepping back.

"This is something that will beat you." Ghost-Forearms growled as he charged and punched Vilgax, shattering his jaw area.

Ghost-Fourarms followed up with a double punch to the stomach, shattering the armor there.

Ghost-Forearms then grabbed Vilgaxe's head tightly and brought it down onto its knee which was going for a kick, cracking the skull, before the tentacales wrapped around Vilgaxe's arms and legs and began to pull, popping them from their joints and kept going, filling Vilgax with pain.

'Stop! He's had enough!' yelled Ben's mind from inside the tetramand body.

Ghostfreak stopped and released Vilgax.

The squid alien fell to the floor in a heap.

'Very well.' replied Ghostfreak leaving Fourarm's body as it returned back to normal.

Ben gasped as he collapsed, the strain of the Omnitrix's malfunction for the transformation as well as the battle and not being at 100% taking it's toll.

Ghostfreak got to work on checking him over and didn't notice Vilgax making a run for it.

"Ben. Ben, stay with me." requested Ghostfreak shaking Ben.

Ben just groaned softly in pain.

Before Ghostfreak could sigh in relief, she heard Gwen and Max's voices coming closer. She began to panic at what to do and suddenly spotted a warehouse a little bit away.

Without thinking, she grabbed Ben and flew towards the wearhouse, hissing as she passed through several beams of light and was burned slightly from the light. She panted as she arrived at the werehouse and gently set Ben down on the ground "Your okay now." She smiled as she brushed some of his hair out of his eyes before HER eye widened.

"Oh no, what have I done? I just committed a kidnapping. And with how banged up he is who knows what I can even do to help him." sighed Ghostfreak slapping herself in the mind.

She then gasped as a few spots of red appeared on Bens white and black shirt... some of his wounds reopened! She quickly, and luckily, found a first-aid kit and got to work patching him up "It's okay Ben. Im here. I'll keep you safe. I promise."

While Ghostfreak was working on his wounds, a small smile graced Ben's face.

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	4. Chapter 4

Ben's lovely ghost

chapter 4

Happy Halloween! I originally wanted to post something else for this day, but I've been busy, so I hope this chapter works.

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It had been a day since Ghostfreak had brought Ben to the warehouse and had managed to heal most of his major wounds.

'The smaller ones should heal soon.' thought the Ectonurite.

Ben groaned as his eyes began to slowly open.

Ghostfreak floated over to Ben and sighed in relief to see him beginning to wake.

"Wha..? What happened?" groaned Ben holding his head.

"Vilgax hurt you. I patched you up." Ghostfreak explained as she lightly ran her hand over his head, through his hair.

"Really?..Thanks." grinned Ben before he looked around. "But where are we?"

"A small warehouse near where he attacked you." Ghostfreak explained.

"But, where are Gwen and Grandpa?"

Ghostfreak blushed here "Well... you see..."

Ghostfreak was too embarrassed and rushed through the explanation, letting Ben hear only small pieces of it.

Ben's eyes widened at her explanation and facepalmed "Great."

"I'm sorry." she apologized while looking away, figuring he would be furious at her.

"No no. It's okay." Ben sighed.

Ghostfreak smiled in relief, but thought of something. Now that her true self was known, maybe she should get a name that fit her.

"You know... I don't think 'Ghostfreak' suits me." Ghostfreak explained.

Ben rubbed his chin in thought as he figured 'Ghostfreak' would be way too offensive now that he knew who she was.

"I don't know..." Ben groaned as he tried to think of one.

Then the perfect name popped in his head. "I've got it! Spectra!" replied Ben with a smile.

Ghostfreak's eye widened before she gained a soft smile "That's perfect. Thank you."

Ben smiled back as he found her smile contagious and cute to look at.

"Erm... I... I'm curious... why did you want me to give you a new name? And why were you going by Ghostfreak? Don't... Don't you have you own name?" Ben asked cautiously.

"I... I don't remember..." the now re-named Spectra said sadly, her smile fading and instantly Ben felt sad inside from that smile being lost.

Ben surprised Spectra by getting up even from his injuries and enveloping her in a hug.

Spectra's visible eye widened before it closed smoothly and she hugged him back, snuggiling her head into the crook of his neck.

'Wow, she's actually pretty warm.' thought Ben who found himself holding even closer just to feel this warmth.

Spectra smiled wide into the hug. He was so warm... so nice... she got caught up in the moment and pulled back... before she leaned forward and kissed him... and it felt good... she wondered if he'd... 'No! Bad thoughts!' She old herself mentally. So she just started to enjoy the kiss.

Ben was shocked to see Spectra pressing her lips against his, but it felt really nice so he merely went with the flow and held her head there.

Spectra wrapped her long arms around Ben and held him close as her long tongue, similar to her tentacles, accidentally slipped into Ben's mouth making the young Hero to pull back, coughing a bit and looking confused.

"What was that?" Ben asked with a confused and weirded out face.

"That was my... er... tongue..." Spectra said as she let the long white and black stripped organ slip from her blacklips for a second "I... got a bit carried away... and accidentally tried to deepen the k... kiss we where having."

Ben was curious about that feeling as he saw Spectra's tongue. It wasn't necessarily bad, he was just caught off guard with it.

"W... Why did you kiss me?" Ben asked with a stutter, which he cursed himself for in that moment.

Now it was Spectra's turn to feel embarrassed as she looked away, but answered nonetheless. "W...W..Well, I just...thought that..." Spectra couldn't finish as she was way too embarrassed.

"Thought what? You can tell me." Ben encouraged.

Spectra could barely look him in the eyes, but knew he would just keep asking her if she didn't tell him. She sighed before turning towards him with a nervous look on her face.

"I... think I... have fallen in love you..." Spectra said as she blushed brightly.

Ben was stunned in silence at that. Sure he did find her rather cute after finding out about her real gender, and she did help him fight Vilgax and fix him up.

"Well, I wouldn't call it love, but I definitely like you, a lot." replied Ben.

Spectra flinched a bit at the start but at the end her black lips split into a wide smirk before she hugged Ben again.

Ben returned the hug and noticed a sound. Like voices. He listened closely and heard his grandpa and Gwen!

"Grandpa! Gwen!" Ben called to them.

Spectra instinctively tried to get out of Ben's grip and hide.

Ben noticed her attempt and hiding and held onto one of her hands. "Wait, You don't need to hide." 

Spectra shook her head "I can't. It's better if I hide. If I watch you from the shadows, to protect you from there. And that way I can stay safe. In the darkness. Until I can be in the light with you." She fazed her hand through his grip and kissed him quickly before she flew away, turning invisible and hiding.

"Ben!" called Max as he and Gwen pushed away the wooden planks and ran to Ben before pulling him into a hug.

Ben was oblivious to the twos fussing as he looked out, at the spot where Spectra faded away...

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	5. Chapter 5

Ben's lovely ghost

chapter 5

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It had been a week since Ben had awoken with Spectra.

During that time, he had been given time to think on what his new feelings for the Ectonurite were.

And he was honestly confused.

On one hand, he was clueless consider he didn't date much, but on the other hand, he did enjoy the time they spent together.

"Man, this is hard." groaned Ben.

"What's hard Ben?" Max asked, having heard him.

"Uh, nothing. Just this darn watch again." Ben quickly fiddled with it to make it more believable.

"Oh. Well don't worry too much about it Ben." Max smiled.

Ben nodded to his Grandpa an looked out the window, trying to find the answers in the passing scenery.

Meanwhile, said female ghost alien was hiding the the back of the RV, invisible.

'I hate having to hide like this.' thought Spectra.

Spectra sighed as she clenched her fist, shaking a bit

'It's not fair! If only I could be visible in public, then maybe Ben might consider being with me.' thought Spectra letting a few tears fall.

'If... If only I could be able to turn human.' She thought angrily.

Spectra began to get impatient and stuck her head through the wall to see what was going on. Ben seemed to be in deep thought while Max kept the ride steady. That just left...

"Gwen." She thought aloud as a smirk spread on her face.

"You say something Ben?" Max asked curiously.

"Uh? No." replied Ben looking back out the window and not spotting a certain Ectonurite slowly creep up behind Gwen before fazing into her.

Gwen stiffened as her eyes once again turned purple and the black marks appeared "I still do not enjoy this body. Maybe if she was a bit older." Ghost-Gwen commented casually

"What was that Gwen?" asked Ben overhearing his cousin mutter to herself.

"Nothing! Can I talk to you please Ben?" She called back.

"Uh, sure?" responded Ben with a confused look.

Gwen walked to the back of the RV, keeping her back to Ben so he didn't see her eyes, and pulled the curtains closed so Max wouldn't snoop.

"Gwen?" now Ben was definitely confused by her odd actions.

Gwen turned around to face Ben "Hello Ben." She smiled.

Ben noticed the different colored eyes and could only mutter one name. "Spectra?"

"Yes." Ghost-Gwen said as she hugged him.

Ben felt a little weirded out considering this was his cousin's body, but he didn't want to come off as rude and returned it.

"I am sorry about this." Ghost-Gwen said simply

"About what?" asked Ben.

"Having to take her body." She said simply

Ben rubbed her back and understood what she meant. She could have her body go solid, but it easily stood out. It made sense to use his cousin's body otherwise she would be easily spotted.

"It's okay." Ben sighed.

Ghost-Gwen smiled at him understanding and pulled back with a smile.

She then did something surprising and pulled him into a kiss which he instantly broke.

"Woah!" Ben was surprised by the move and held Ghost-Gwen back.

After a few seconds of registering what happened he yelled "WHAT IS WRONG WITH YOU?!"

Ghost-Gwen flinched from Ben's tone and began to tear up. "W-what?"

"THAT'S MY COUSIN YOU TRIED TO KISS ME WITH!" Ben yelled again.

"What's going on back there?" Max asked as be quickly parked and moved to the back, throwing the curtains open.

Ghost-Gwen freaked out at hearing Max come and quickly exited Gwen's body and slipped through the floor, but with tears in her eyes.

"W... Wait!" Ben yelled as he pushed past Max and ran outside "Spectra! Spectra!

"Ben!" Max yelled as he followed after checking Gwen was okay.

"Spectra!" called Ben looking around the RV. "Where are you!?" called Ben.

He soon found the female alien crying, huddled against a tree.

"Spectra?" Ben took a cautious step to her.

The crying alien girl looked up slowly.

Ben was about to speak, but found Spectra holding his legs while crying her eye out.

"What's wrong?" Ben asked worryingly.

"I'm sorry! I'm sorry! I'm sorrrry!" cried Spectra.

"Hey hey hey. It's okay." Ben tried to calm her down

"No! It's not." cried Spectra feeling like she blew her chances with Ben.

Ben sat down and pulled her into a hug.

"I'm not mad. I was just surprised is all. You were using Gwen's body after all. But I'm not mad. So don't cry, okay?" Ben rubbed her back to calm her down, which seemed to work.

Spectra sniffed as she slowly stopped crying.

"I-I'm just lonely." sniffled Spectra. "I can't be there with you cause I'll die from the sun. I can only use someone else's body to even hold your hand."

"It's okay." Ben smiled as he kissed her forehead.

Spectra smiled at the young man she had grown to love and held him close.

Ben just held her close "It's okay. I'm here." He soothed her.

Meanwhile Max had caught up.

"Ben! what's going-" Max stopped at seeing Spectra near him. "Get away from my grandson!"

"No!" Ben yelled at Max "Leave her alone Grandpa!"

"What?" Max stopped right there in confusion.

"She's not evil or anything." Ben explained.

"Ben, she tried to take control of you." replied Max.

"She thought I was the bad guy and trapped her in the watch like some cruel monster." Ben explained.

Max didn't have a better way to counter and just rubbed his head, feeling a headache come on. "Well why is she here?"

"She's been looking after me for a while." Ben explained "And I accidentally hurt her feelings."

"Oh, well whatever's been happening, you'll have to fill me in later. But if you feel she can be trusted, I'll let her ride with us no problem." replied Max.

"R... Really?" Spectra gasped.

"Yes. If Ben can feel safe near you, then I believe him." smiled Max.

Spectra hugged Ben tightly "Thank you!"

"Now then, let's get you a bed ready." remarked Max heading back to the RV.

Spectra followed, holding Ben's hand.

After getting back inside, Gwen was washing her mouth out with mouthwash. "Why does my mouth have a horrible taste?"

Spectra giggled as she floated in "No telling Gwen." She whispered to him

Ben nodded as he'd rather forget that moment and noticed night coming.

Spectra turned invisible and floated up behind Gwen before she said aloud "Hello."

Gwen turned and jumped back before sprinting out the bathroom.

Spectra laughed as she floated in and became visible.

"Nice one." grinned Ben.

"Thank you." Spectra smiled.

"Well, time to get some shut eye." replied Ben stretching.

"Okay." Spectra nodded before she blinked "Erm... where do I sleep?"

"Well, maybe you could float beside me." suggested Ben with a bashful look on his face.

"O... Okay." Spectra nodded with a small blush.

Soon all residents in the vehicle got under their beds while Spectra herself layed down next to Ben's sleeping form.

'This... feels nice.' Spectra sighed as she snuggled close to Ben and fell asleep.


End file.
